UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 95047 / June 6, 2022

INVESTMENT ADVISERS ACT OF 1940

Release No. 6045 / June 6, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-20882

CORRECTED ORDER INSTITUTING

ADMINISTRATIVE AND CEASE-ANDDESIST PROCEEDINGS, PURSUANT

TO SECTION 15(b) OF THE

SECURITIES EXCHANGE ACT OF 1934

AND SECTIONS 203(e), 203(f) AND 203(k)

OF THE INVESTMENT ADVISERS ACT

OF 1940, MAKING FINDINGS, AND

IMPOSING REMEDIAL SANCTIONS

AND A CEASE-AND-DESIST ORDER

In the Matter of

JOHN PAUL HARNISH,

d/b/a KM ADVISORY

SERVICES,

Respondent.

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in

the public interest that public administrative and cease-and-desist proceedings be, and hereby

are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 (“Exchange

Act”) and Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940 (“Advisers

Act”) against John Paul Harnish d/b/a KM Advisory Services (“Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the

purpose of these proceedings and any other proceedings brought by or on behalf of the

Commission, or to which the Commission is a party, and without admitting or denying the

findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting

Administrative and Cease-and-Desist Proceedings, Pursuant to Section 15(b) of the Securities

Exchange Act of 1934 and Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of

1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order

(“Order”), as set forth below.

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III.

On the basis of this Order and Respondent’s Offer, the Commission finds1 that:

Summary

1.

These proceedings arise out of breaches of fiduciary duties by former registered

investment adviser KM Advisory Services (“KMA”), an unincorporated sole-proprietorship

purchased by John Paul Harnish (“Harnish”) in February 2020, in connection with KMA and

Harnish’s receipt of mutual fund fees pursuant to Rule 12b-1 under the Investment Company Act

of 1940 (“12b-1 fees”) and commissions in the form of sales “loads” from advisory client

investments without fully and fairly disclosing its related conflicts of interest. Since at least

January 2016, and continuing from the date Harnish purchased KMA in February 2020 and

through December 2020, KMA invested the vast majority of clients’ assets in certain mutual funds

that paid 12b-1 fees and charged sales load commissions exclusively through an introducing

broker-dealer (the “Introducing Broker-Dealer”) with whom Harnish was a registered

representative. As a result, KMA’s clients paid 12b-1 fees and commissions to the Introducing

Broker-Dealer, a portion of which were shared with KMA and Harnish. KMA failed to fully and

adequately disclose this arrangement and the conflicts of interest arising therefrom. KMA also

breached its duty of care by not routinely comparing the Introducing Broker-Dealer’s order

execution with other broker-dealers, which KMA’s advisory relationship with its clients required.

KMA therefore caused its advisory clients to invest through the Introducing Broker-Dealer and in

share classes of mutual funds that charged 12b-1 fees when other broker-dealers made available

share classes of the same funds to their customers that may have presented a more favorable value

for KMA’s clients under the particular circumstances in place at the time of the transactions.

Furthermore, KMA failed to adopt and implement written compliance policies and procedures

reasonably designed to prevent violations of the Advisers Act and the rules thereunder in

connection with its mutual fund share class and broker-dealer selection practices. As a result of the

conduct described above, KMA willfully violated Sections 206(2) and 206(4) of the Advisers Act

and Rule 206(4)-7 thereunder.

Respondent

2.

KM Advisory Services was an investment adviser operating as a sole proprietorship

with a primary place of business in Victor, New York. KMA’s prior owner (the “Prior Owner”)

founded KMA in 1994 and sold it to Harnish in February 2020. KMA was registered with the

Commission as an investment adviser from 1996 until August 2021, when it ceased operation and

filed a Form ADV-W. As of March 2021, the date of KMA’s most recent annual amendment to its

Form ADV, KMA managed 177 advisory clients with over $172 million in assets. Harnish, 47

years old, resides in Pittsford, New York and was an investment adviser representative (“IAR”) of

KMA, its director of financial planning and its chief compliance officer from 2004 through August

2021. Harnish holds Series 7, 24 and 63 licenses and has been a registered representative of the

Introducing Broker-Dealer since 2004.

The findings herein are made pursuant to Respondent’s Offer and are not binding on any other person or entity in

this or any other proceeding.

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Facts

Background on Mutual Fund Share Classes

3.

Mutual funds offer investors different “share classes.” Each share class represents

an interest in the same portfolio of securities with the same investment objective. The primary

difference among the share classes is the fee structure. For example, some mutual fund share

classes charge 12b-1 fees or shareholder servicing fees to cover fund distribution or sometimes

shareholder services (hereinafter, “Retail Class”). The Retail Class 12b-1 fees are recurring, are

included in a mutual fund’s total annual fund operating expenses for that class, vary by fund and by

share class within a fund, and typically range from 0.25% to 1%. The 12b-1 fees are deducted

from the mutual fund’s assets attributed to that class on an ongoing basis and paid to the fund’s

distributor or principal underwriter, which generally remits the 12b-1 fees to the broker-dealer that

distributed or sold the shares. Certain Retail Class share classes also charge a sales load that is

calculated as a percentage of the purchase amount when investors buy shares of the fund (a “frontend load”). Front-end loads may have discounts (referred to as “breakpoints”) available to the

investor as a result of the total amount invested. Another type of Retail Class charges a contingent

deferred sales charge (“CDSC”), a deferred sales charge the purchaser pays if the purchaser sells

the shares during a specified time period following the purchase.

4.

Many mutual funds also offer share classes that charge lower fees overall and that

do not charge 12b-1 or shareholder servicing fees (e.g., “Institutional Class” or “Class I” shares

(collectively, “Class I shares”)) or that waive sales loads (“Load-Waived shares”). An investor

who holds Class I shares of a mutual fund will usually pay lower total annual fund operating

expenses – and thus will almost always earn higher returns over time – than one who holds a Retail

Class of the same fund. Therefore, if a mutual fund offers a Class I share, and an investor is

eligible to own it, it is often, though not always, better for the investor to purchase or hold the

Class I share. Similarly, if a mutual fund offers Load-Waived shares, and an investor is eligible to

own them, it is often, though not always, better for the investor to purchase the Load-Waived

shares instead of the share class that charges sales loads. The cost of owning shares of a mutual

fund will depend on the expense ratio of the particular share class and any sales loads or charges.

KMA’s Business

5.

KMA’s Prior Owner established KMA as a sole proprietorship in 1994 to provide

financial planning services (e.g. retirement planning, estate planning and tax consulting services)

and also investment advisory services on a discretionary basis to individual clients. Except for its

services rendered to retirement plan clients, which accounted for roughly 10-20% of KMA’s

business, KMA used the Introducing Broker-Dealer. The Introducing Broker-Dealer used a

clearing broker that provided the Introducing Broker-Dealer with access to a variety of mutual fund

share classes, including Class I shares and Load-Waived shares for advisory clients. However, the

Introducing Broker-Dealer, which is dually-registered as a broker-dealer and investment adviser

with its own advisory platform, limited access to Class I shares and Load-Waived shares to clients

with accounts on its advisory platform; the Introducing Broker-Dealer provided only Retail Class

shares to brokerage account holders. As such, the Introducing Broker Dealer did not allow KMA

to select I Class shares and Load-Waived shares for its clients.

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6.

From the date Harnish purchased KMA in February 2020 through December 2020

(the “Relevant Period”), KMA’s non-retirement plan advisory clients with mutual fund assets

under KMA’s management were required to maintain brokerage accounts at the Introducing

Broker-Dealer with Harnish as the Introducing Broker-Dealer’s registered representative. Because

of this arrangement, only Retail Class shares were available to these advisory clients.

7.

KMA and Harnish derived their revenue from four sources: (1) a disclosed advisory

fee of 0.5% of clients’ AUM; (2) financial planning fees paid by clients; (3) 12b-1 fees that its

clients paid from their mutual fund holdings; and (4) sales loads its clients paid on mutual fund

purchases. During the Relevant Period, KMA received advisory fee revenue directly in a bank

account in Harnish’s and KMA’s name, and the Introducing Broker-Dealer received 12b-1 fee

payments and sales loads from KMA’s clients’ accounts. Per agreement between Harnish and the

Introducing Broker-Dealer, the Introducing Broker-Dealer shared with Harnish the 12b-1 fee

payments and sales loads in his capacity as a registered representative. Harnish’s portion of the

12b-1 fees and sales load commissions were remitted to a bank account held by KMA’s business

operating entity, which Harnish owned. The Introducing Broker-Dealer retained a portion the 12b1 fee payments and sales loads for itself.

8.

During the Relevant Period, the vast majority of advisory assets that KMA

recommended that its clients purchase were mutual fund share classes that charge sales loads

and/or 12b-1 fees. Specifically, during the Relevant Period, KMA placed the majority of client

assets in C Class shares, which typically charge 12b-1 fees of 1% on client holdings and charge a

1% CDSC for a specified time period. KMA placed the remaining client assets in A Class shares,

which typically charge sales loads of 5% at the time of purchase and 12b-1 fees of 0.25% per year

on client holdings. In most instances, KMA recommended A Class shares only when the client

was eligible for a discount due to a breakpoint, which reduced the cost to the client of holding A

Class shares. Most clients paid sales loads of 3.5% or less, and some paid sales loads of 0%.

9.

During the Relevant Period, KMA stated to its clients that it would “routinely”

compare the Introducing Broker Dealer’s order execution with other broker-dealers to “ensure”

that the Introducing Broker-Dealer remained competitive in providing best execution for KMA’s

clients, but KMA did not routinely do so. For most of the Relevant Period, KMA did not

recommend that its clients open accounts with another broker-dealer that would provide clients

with access to Load-Waived shares or share classes that do not charge 12b-1 fees.

10.

During the Relevant Period, KMA and Harnish received a significant percentage of

their total compensation from 12b-1 fees and sales loads that the Introducing Broker-Dealer

charged KMA’s advisory clients.

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KMA’s Disclosures Failures

Disclosures Regarding KMA’s Receipt of 12b-1 Fees

11.

KMA represented in its Form ADV Part 2A Brochures (“Brochures”) from at least

January 2016 through March 2019 that:

“Although not a material consideration in recommending and/or selecting a

particular mutual fund for the Account, KMA and its Advisors may receive a

portion of the 12b-1 distribution fees or other fees imposed by the mutual fund and

paid by the mutual fund or one of their affiliates…”

Elsewhere the Brochures stated “[Introducing Broker-Dealer], as well as KMA's Advisors, may

receive additional ongoing 12b-1 trail commissions on mutual fund purchases during the period

that the client maintains the mutual fund investment.” Harnish reviewed and adopted the above

disclosure language, which was drafted with the assistance of KMA’s compliance consultant.

12.

These disclosures did not adequately disclose all material facts regarding the

conflicts of interest that arose when it invested advisory clients through the Introducing BrokerDealer in a mutual fund share class that would generate and pay 12b-1 fees to KMA’s advisers

while share classes of the same funds were available through other broker-dealers that did not pay

or paid less 12b-1 fees. In addition, KMA’s disclosures stated that it and its advisers “may receive

a portion of the 12b-1 distribution fees” when KMA and its advisers actually did and would

receive a portion of the 12b-1 fees KMA’s clients paid.

Disclosures Regarding KMA’s Receipt of Commissions and Selection of the Introducing

Broker-Dealers

13.

KMA’s advisory agreements during the Relevant Period stated that:

“You have no obligation to implement recommendations by executing

transactions through [Introducing Broker-Dealer]. The Financial Advisor

generally seeks competitive commission rates. . . If you choose to effect

transactions with [Introducing Broker-Dealer], the Financial Advisor may act as a

Registered Representative of [Introducing Broker-Dealer]. In connection with

those transactions, [Introducing Broker-Dealer] may collect transaction fees, and

the Financial Advisor may receive commissions.”

14.

KMA similarly stated in its Brochures during the Relevant Period that:

“Should the client desire to implement investment recommendations, they could

engage KMA's advisor in his capacity as a registered representative of

[Introducing Broker-Dealer] to process investment recommendations. Clients

choosing to purchase investment products through [Introducing Broker-Dealer]

will be charged brokerage commissions, a portion of which is paid to the advisor, to

affect these securities transactions.”

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15.

KMA’s Brochures during the Relevant Period further stated that “KMA’s Advisor

may recommend other broker/dealers to their advisory clients.” However, for most of the Relevant

Period, KMA required its non-retirement plan advisory clients with mutual fund assets to maintain

brokerage accounts at the Introducing Broker-Dealer and KMA never recommended any other

broker-dealer besides the Introducing Broker-Dealer to its non-retirement plan advisory clients

with mutual fund assets. In addition, KMA’s disclosures in its advisory agreements stated that it

“may receive commissions” when KMA and its advisers actually did and would receive

commissions in the form of sales loads.

KMA’s Examinations by the Introducing Broker-Dealer and Subsequent Disclosure

Amendments

16.

In November 2016 and May 2017, the Introducing Broker-Dealer’s independent

registered investment adviser compliance unit issued examination reports to KMA, addressed to

Harnish, that identified concerns related to KMA’s disclosures regarding its and its advisers’

receipt of 12b-1 fees and commissions.

17.

In October 2019, following Harnish’s discussion of the Introducing BrokerDealer’s examination findings with KMA’s compliance consultant, KMA amended its Brochure

disclosures related to 12b-1 fee revenue to state the following:

“Through [Introducing Broker-Dealer], mutual fund investments can be invested in

various share classes: A, B, C, and M. These share classes have different [characteristics]

that can include up-front commission charges and back-end sales charges. In addition,

these share classes include l2b-l fees that are paid to the broker dealer and the advisor.

The full detail of mutual funds fees and expenses can be found in the prospectus for each

fund. KMA’s advisors will recommend the share class that they feel is in the client’s best

interest based on their needs, investment objectives, time horizons, current holdings and

available breakpoints. While it will be the advisors’ intent to select the lowest cost share

class, the client may have a higher total cost of ownership based on the actual holding

period of the investment.

Clients are able to purchase the same or similar products through other brokers and

investment advisors. Other brokers and investment advisors may offer shares class

options that have a lower cost. For example, KMA does not have access to institutional,

advisor or clean share classes. Similarly, investment advisory service fees charged by

other investment advisors may be similar to or lower than the fees that KMA charges.”

KMA’s revised disclosures, while an improvement, still did not adequately disclose all material

facts regarding the conflicts of interest that arose when it invested advisory clients through the

Introducing Broker-Dealer in a mutual fund share class that would generate and pay 12b-1 fees to

KMA and Harnish while share classes of the same funds were available through other brokerdealers that did not pay or paid less 12b-1 fees. Harnish reviewed and adopted the amended

disclosure language, which was drafted with the assistance of KMA’s compliance consultant.

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18.

In or about October 2020, Harnish began transitioning KMA’s advisory clients to a

new investment adviser he created, which registered with the Commission on October 13, 2020.

Duty of Care Failures

19.

An investment adviser’s fiduciary duty also includes a duty of care. To fulfill this

obligation, an adviser, among other things, must provide investment advice in the best interest of

its client based on the client’s objectives and seek best execution for client transactions.

20.

KMA’s advisory relationship with its clients specifically required it to “routinely

compare the order execution disclosure information of [Introducing Broker-Dealer] and [its

clearing firm] to other broker/dealers to ensure that [Introducing Broker-Dealer] and [its clearing

firm] remain competitive in providing best execution for their clients.” During the Relevant

Period, KMA did not routinely conduct comparisons of the Introducing Broker-Dealer’s execution

with other broker-dealers.

Compliance Deficiencies

21.

During the Relevant Period, KMA failed to adopt and implement written

compliance policies and procedures reasonably designed to prevent violations of the Advisers Act

and the rules thereunder in connection with either (1) the disclosure of the conflicts of interest that

arose from its mutual fund and mutual fund share class selection practices or (2) seeking best

execution for client transactions in connection with selecting a broker-dealer for its advisory

clients.

Disgorgement

22.

The disgorgement and prejudgment interest ordered in Section IV is consistent with

equitable principles and does not exceed the Respondent’s net profits from the violations, and will

be distributed to harmed investors to the extent feasible. The Commission will hold funds paid

pursuant to Section IV in an account at the United States Treasury pending distribution. Upon

approval of the distribution final accounting by the Commission, any amounts remaining that are

infeasible to return to investors, and any amounts returned to the Commission in the future that are

infeasible to return to investors, may be transferred to the general fund of the U.S. Treasury,

subject to Section 21F(g)(3) of the Exchange Act.

Violations

23.

As a result of the conduct described above, Respondent willfully violated Section

206(2) of the Advisers Act, which makes it unlawful for any investment adviser, directly or

indirectly, to “engage in any transaction, practice or course of business which operates as a fraud or

deceit upon any client or prospective client.” Scienter is not required to establish a violation of

Section 206(2), but rather a violation may rest on a finding of negligence. SEC v. Steadman, 967

F.2d 636, 643 n.5 (D.C. Cir. 1992) (citing SEC v. Capital Gains Research Bureau, Inc., 375 U.S.

180, 194-95 (1963)).

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24.

As a result of the conduct described above, Respondent willfully violated Section

206(4) of the Advisers Act and Rule 206(4)-7 thereunder, which require a registered investment

adviser to adopt and implement written compliance policies and procedures reasonably designed to

prevent violations of the Advisers Act and the rules thereunder.

Undertakings

25.

Harnish has undertaken to:

Steps Taken to Date

a. Harnish has certified that he reviewed and corrected as necessary all relevant

disclosure documents concerning mutual fund share class selection,

commissions, and 12b-1 fees for any registered investment adviser for which

Harnish is the owner or control person.

b. Harnish has certified that he has evaluated whether existing clients for which

Harnish is an investment advisory representative should be moved to a lowercost share class and move clients as necessary.

c. Harnish has certified that he has evaluated, updated (if necessary), and reviewed

for the effectiveness of their implementation, the policies and procedures for

any registered investment adviser for which Harnish is the owner or control

person, so that the policies and procedures are reasonably designed to prevent

violations of the Advisers Act in connection with mutual fund share class

selection practices and practices with respect to recommendations of brokerdealers to clients and the adviser’s evaluation of the execution of client trades.

d. In determining whether to accept the Offer, the Commission has considered the

undertakings set forth in paragraphs 25.a through 25.c above.

Steps to be Taken

e. Within 40 days of the entry of this Order, notify affected investors (i.e., those

former and current clients who were financially harmed by the practices

discussed above (hereinafter, “affected investors”)) of the settlement terms of

this Order by sending a copy of this Order to each affected investor via mail,

email, or such other method not unacceptable to the Commission staff, together

with a cover letter in a form not unacceptable to the Commission staff.

f. Certify, in writing, compliance with the undertaking set forth above. The

certification shall provide written evidence of compliance in the form of a

narrative, and be supported by exhibits sufficient to demonstrate compliance.

The Commission staff may make reasonable requests for further evidence of

compliance, and Harnish agrees to provide such evidence. The certification and

supporting material shall be submitted to Andrew B. Dean, Assistant Regional

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Director, Division of Enforcement, Securities and Exchange Commission, 100

Pearl Street, Suite 20-100, New York, NY 10004, or such other address as the

Commission staff may provide, with a copy to the Office of Chief Counsel of

the Division of Enforcement, Securities and Exchange Commission, 100 F

Street, NE, Washington, DC 20549, no later than forty-five (45) days from the

date of the completion of the undertakings.

g. For good cause shown, the Commission staff may extend any of the procedural

dates relating to the undertakings. Deadlines for procedural dates shall be

counted in calendar days, except that if the last day falls on a weekend or

federal holiday, the next business day shall be considered the last day.

IV.

In view of the foregoing, the Commission deems it appropriate, and in the public interest

to impose the sanctions agreed to in Respondent’s Offer.

Accordingly, pursuant to Section 15(b) of the Exchange Act and Sections 203(e), 203(f)

and 203(k) of the Advisers Act, it is hereby ORDERED that:

A.

Respondent cease and desist from committing or causing any violations and any

future violations of Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 promulgated

thereunder.

B.

Respondent is censured.

C.

Respondent shall, within 10 days of the entry of this Order, pay disgorgement,

prejudgment interest and civil money penalties as follows:

(1)

Respondent shall, within 10 days of the entry of this order, pay

disgorgement of $220,097.30 and prejudgment interest of $5,549.69 to the

Securities and Exchange Commission. If timely payment is not made,

additional interest shall accrue pursuant to SEC Rule of Practice 600.

(2)

Respondent shall, within 10 days of the entry of this order, pay a civil

money penalty in the amount of $75,000 to the Securities and Exchange

Commission. If timely payment is not made, additional interest shall

accrue pursuant to 31 U.S.C. § 3717.

(3)

Payment must be made in one of the following ways:

(a)

Respondent may transmit payment electronically to the

Commission, which will provide detailed ACH transfer/Fedwire

instructions upon request;

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(b)

Respondent may make direct payment from a bank account via

Pay.gov through the SEC website at

http://www.sec.gov/about/offices/ofm.htm; or

(c)

Respondent may pay by certified check, bank cashier’s check, or

United States postal money order, made payable to the Securities

and Exchange Commission and hand-delivered or mailed to:

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a

cover letter identifying John Paul Harnish d/b/a KM Advisory

Services as Respondent in these proceedings, and the file number

of these proceedings; a copy of the cover letter and check or

money order must be sent to Andrew B. Dean, Assistant Regional

Director, Division of Enforcement, Securities and Exchange

Commission, 100 Pearl Street, Suite 20-100, New York, NY

10004.

(5)

Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as

amended, a Fair Fund is created for the penalties, disgorgement, and

prejudgment interest referenced in this Section IV, paragraph C and

combined with the Fair Fund established in the Commission’s

simultaneously instituted related proceeding, In the Matter of Kathryn

Jane Meredith, d/b/a KM Advisory Services, Admin. Proc. No. 3-20881

(June 6, 2022) to form the KM Advisory Fair Fund. Amounts ordered to

be paid as civil money penalties pursuant to this Order shall be treated as

penalties paid to the government for all purposes, including all tax

purposes. To preserve the deterrent effect of the civil penalty, Respondent

agrees that in any Related Investor Action, he shall not argue that he is

entitled to, nor shall he benefit by, offset or reduction of any award of

compensatory damages by the amount of any part of Respondent’s

payment of a civil penalty in this action (“Penalty Offset”). If the court in

any Related Investor Action grants such a Penalty Offset, Respondent

agrees that he shall, within 30 days after entry of a final order granting the

Penalty Offset, notify the Commission’s counsel in this action and pay the

amount of the Penalty Offset to the Securities and Exchange Commission.

Such a payment shall not be deemed an additional civil penalty and shall

not be deemed to change the amount of the civil penalty imposed in this

proceeding. For purposes of this paragraph, a “Related Investor Action”

means a private damages action brought against Respondent by or on

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behalf of one or more investors based on substantially the same facts as

alleged in the Order instituted by the Commission in this proceeding.

D.

Harnish shall comply with the undertakings enumerated in Section III, paragraphs

25.e through 25.f above.

V.

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section

523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by

Respondent Harnish, and further, any debt for disgorgement, prejudgment interest, civil penalty or

other amounts due by Respondent Harnish under this Order or any other judgment, order, consent

order, decree or settlement agreement entered in connection with this proceeding, is a debt for the

violation by Respondent Harnish of the federal securities laws or any regulation or order issued

under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19).

By the Commission.

Vanessa A. Countryman

Secretary

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